Exhibit 14

                         Tiens Biotech Group (USA), Inc.
                                 Code of Ethics


GENERAL

     Tiens  Biotech Group (USA),  Inc.,  (the  "Company")  maintains an Employee
Policy  Manual  (under  revising)  that is  applicable  to all of the  Company's
directors,  officers  and  employees.  The  Company's  officers  and its  senior
executives (collectively, the "Covered Officers") play an important and elevated
role  in  corporate  governance  at the  Company.  Each  Covered  Officer  shall
therefore  comply not only with the  provisions  of the Employee  Policy  Manual
(which sets forth standards for both business conduct and ethics), but also with
the provisions of this Code of Ethics.  If any conflict should arise between the
terms of this Code of Ethics and the Employee  Policy Manual,  the terms of this
Code of Ethics shall govern.

     This Code of Ethics is intended to be a  codification  of standards that is
reasonably designed to deter wrongdoing and to promote:

     1.   Honest and ethical  conduct,  including the ethical handling of actual
          or apparent  conflicts of interest  between  personal and professional
          relationships;
     2.   Avoidance of conflicts of interest,  including internal  disclosure of
          any material  transaction or  relationship  that  reasonably  could be
          expected to give rise to such conflict;
     3.   Full, fair, accurate,  timely and understandable disclosure in reports
          and  documents  which the  Company  files  with,  or  submits  to, the
          Securities  and  Exchange  Commission  (the "SEC") and in other public
          communications made by the Company;
     4.   Compliance with applicable  governmental  laws, rules and regulations;
     5.   The prompt  internal  reporting of  violations of this Code of Ethics;
     6.   Accountability for adherence to this Code of Ethics.

HONEST AND ETHICAL CONDUCT

     Each Covered  Officer shall act with honesty and  integrity,  including the
ethical  handling of actual or apparent  conflicts of interest  between personal
and  professional  relationships.  The Covered  Officers  are expected to act in
accordance  with the highest of standards,  thereby setting an example for other
officers and  employees of the Company.  Each Covered  Officer shall comply with
each provision of the Employee Policy Manual.

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AVOIDANCE OF CONFLICTS OF INTEREST

     Covered  Officers  shall be free  from  the  influence  of any  conflicting
interest when they represent the Company in negotiations or make recommendations
with  respect to dealings  with third  parties.  They are  expected to deal with
suppliers, customers, contractors and all others doing business with the Company
on the sole basis of what is in the best interest of the Company,  without favor
or preference to third  parties based on personal  considerations.  In addition,
the following guidelines should be followed:

     1.   Covered  Officers should  communicate any potential or actual conflict
          of interest  (however  immaterial)  to the Chairman of the  Governance
          Committee, so that an objective, third party review can be made of the
          matter.
     2.   Covered  Officers who render service with or without  compensation  to
          any person or group doing or seeking to do business  with the Company,
          and Covered Officers who have, or have close relatives (i.e.,  parent,
          spouse,  child or sibling)  who have,  a financial  or other  personal
          interest in any organization  doing or seeking to do business with the
          Company,  must clear this matter in writing  with the  Chairman of the
          Governance Committee.
     3.   Any lease or  rental of any kind of  facilities  or  equipment  to the
          Company,  or to any  other  company  or  individual  dealing  with the
          Company  as a  contractor  or  supplier,  by a Covered  Officer  (or a
          Covered  Officer's  close relative as defined above) must be disclosed
          in writing to the Chairman of the Governance Committee.
     4.   No Covered Officer shall seek or accept,  directly or indirectly,  any
          personal  loan or services  from any  individual  or business  concern
          doing  or  seeking  to do  business  with  the  Company,  except  from
          financial  institutions  or service  providers  offering like loans or
          services to third parties  under similar terms in the ordinary  course
          of their respective businesses.
     5.   No Covered Officer shall do business with a close relative (as defined
          above)  on behalf  of the  Company,  unless  expressly  authorized  in
          writing  by  the  Chairman  of  the  Governance  Committee  after  the
          relationship has been disclosed.
     6.   Prior  notification  to the  Chairman of the  Governance  Committee is
          required  before a Covered Officer accepts a position as an officer or
          director  of a "for  profit"  corporation,  or  becomes  a member of a
          business  partnership  or other entity that may compromise the Covered
          Officer's service to the Company.
     7.   Covered  Officers who seek elective or appointed  public  offices,  as
          well as  membership  on public  boards or  commissions,  may encounter
          situations  that have the potential for conflict of interest.  Covered
          Officers who serve in public bodies should disqualify  themselves from
          actions  that  represent,  or may appear to  represent,  a conflict of
          interest  between  their role as an  employee of the Company and their
          role  in  the  public  body.  Covered  Officers  who  serve  in  these
          capacities  shall notify the Chairman of the  Governance  Committee of
          their appointment or election when it occurs.

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PUBLIC DISCLOSURES

     Each Covered Officer shall act to promote full, fair, accurate,  timely and
understandable  disclosure in reports and documents that the Company files with,
or submits to, the SEC and in other public  communications  made by the Company.
Each Covered Officer shall comply with the provisions of the Company's  Employee
Policy Manual.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

     Each Covered  Officer shall comply with all  governmental  laws,  rules and
regulations  that are applicable to the Company and to each such Covered Officer
(in his or her capacity as an employee of the Company). Such compliance shall be
more than following the letter of the law; compliance with the spirit of the law
shall be each Covered  Officer's goal. In connection with issues concerning such
compliance,  each Covered Officer may consult with appropriate  legal counsel or
other outside advisors (such as the Company's  independent  outside auditors) on
such questions as he or she deems appropriate.

REPORTING OF VIOLATIONS OF THE CODE

     Each Covered Officer shall comply with the following guidelines,  including
promptly  reporting any violations of this Code of Ethics in accordance with the
procedures set forth below:

     1.   Once a year, each Covered Officer shall certify to the Chairman of the
          Governance  Committee  that he or she has followed this Code of Ethics
          and  knows  of no  deviations  from  such  Code by any  other  Covered
          Officer, or shall give specific details of any such deviation.
     2.   Covered  Officers  shall  disclose to the  Chairman of the  Governance
          Committee any matter in which they are or may become  involved,  which
          in their opinion violates,  may violate, or even appear to violate the
          intent of the Code of Ethics.
     3.   In addition to the disclosures set forth in the immediately  preceding
          paragraph,  all Covered Officers shall report  violations of this Code
          of Ethics by other  Covered  Officers of which they have  knowledge to
          the  Chairman  of the  Governance  Committee  .The  Company  will  not
          retaliate, and will ensure that no employee retaliates, for any report
          made hereunder in good faith.

In accordance with the Sarbanes-Oxley  Act of 2002, any director,  officer and /
or employee may circumvent any or all of the reporting  procedures  contained in
this Code of Ethics by reporting any violation of this Code of Ethics, including
legal, financial, accounting and / or business conduct improprieties or possible
improprieties  to the  Chairman  of the  Governance  Committee  of the  Board of
Directors by writing to:

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                  Chairman of the Governance Committee
                  Tiens Biotech Group (USA), Inc.
                  # 6 Yuanquan Road
                  Wuqing New-Tech Industrial Park
                  Tianjin, Peoples Republic of China 301700

ACCOUNTABILITY FOR ADHERENCE TO THE CODE

     The  Company  and its Board of  Directors  expect  that each of the Covered
Officers will comply with all of the terms of this Code of Ethics.  The Board of
Directors  shall  determine  what,  if any,  consequences  should  result from a
violation of this Code of Ethics by any Covered Officer.  Such  consequences may
include a reduction in compensation, a reassignment of responsibilities,  a loss
of such  Covered  Officer's  current  office or dismissal  from the Company.  In
making its  determination,  the Board of  Directors  may take into  account  all
relevant factors, including the type and severity of violation.

AMENDMENTS AND WAIVERS OF THE CODE

     Amendments  and  waivers  of this Code of Ethics  shall be  subject  to the
following guidelines:

     1.   An  amendment  of this Code of  Ethics  may be made at any time by the
          Board of Directors of the Company.
     2.   A grant of a waiver  of the  provisions  of this Code of Ethics to any
          particular  Covered  Officer  may  only  be  made  by  the  Governance
          Committee of the Board of Directors.
     3.   If a Covered Officer  believes that application of this Code of Ethics
          would be  inappropriate  or detrimental to the Company in a particular
          instance,  a request for an  exception  may be made to the Chairman of
          the Governance Committee and disclosed to the full Board of Directors.
     4.   The Company shall make a public  disclosure of any such  amendment to,
          or waiver of,  this Code of Ethics  within four  business  days on SEC
          Form 8-K. As an alternative,  the Company may provide this information
          on the  Company  website  within  five  business  days of the  date of
          amendment or waiver, provided that the Company shall have disclosed in
          its most  recently  filed  annual  report  its  Internet  address  and
          intention  to provide the  required  disclosure  in this  manner.  Any
          information  so posted  must  remain  on the  Company  website  for an
          appropriate length of time.